Exhibit 10.1
    

    
                                                            EMPLOYMENT
      AGREEMENT
    

    
      This Employment Agreement (“Agreement”) is made as of July 29,  2008, by
      and between Mace Security International, Inc., a Delaware corporation
      (“Company”), and Dennis  Raefield, an individual (“Employee”).
    

    
                                                                  RECITALS
    

    
      The Company conducts diversified businesses, including, without
      limitation, electronic and personal security device marketing, digital
      media marketing and car washes (“Business”).  The Company desires to
      hire Employee as its Chief Executive Officer and President and the
      Employee desires to be hired as the Company’s Chief Executive Officer
      and President.
    

    
      Employee will be employed by Company in a confidential relationship
      wherein Employee, in the course of employment with Company, will become
      familiar with and aware of information as to the specific manner of
      doing business and the customers of Company and its affiliates and the
      Company’s future plans.  Certain of the information Employee will have
      knowledge of is trade secrets and constitutes valuable goodwill of
      Company.  Employee recognizes that the business of Company is dependent
      upon a number of trade secrets and confidential business information,
      including customer lists and customer data.  The protection of these
      trade secrets is of critical importance to Company.  Company will
      sustain great loss and damage if, for whatever reason, Employee should
      violate the provisions of paragraph 4 of this Agreement.  Further,
      Employee acknowledges that any such violation would cause irreparable
      harm to Company and that Company would be entitled, without limitation,
      to injunctive relief to remedy such violation.
    

    
      NOW, THEREFORE, in consideration of the mutual promises, terms
      and conditions set forth herein and the performance of each, the parties
      hereby agree as follows:
    

    
                1.  Services.
    

    
      (a)  Company hereby employs Employee as its Chief Executive Officer and
      President, and the material duties of Employee may not be changed
      without the Employee’s consent.  The material duties of Employee shall
      be to supervise the Company’s employees and to be in over all charge of
      the Business.  Employee shall report to the Company’s Board of Directors
      and shall follow the directives and instructions of the Board of
      Directors; provided, the instructions would not cause Employee to
      violate any laws, are consistent with the usual and customary duties of
      Chief Executive Officer and President, and are not inconsistent with
      this Agreement.
    

    
      
        

        

      

      
        
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      (b)  The Nominating Committee of the Board of Directors shall nominate
      Employee for election as a director of the Company at each of the
      Company’s Annual Shareholder Meetings held during the Term.
    

    
      (c)  The Employee shall not be required to perform his duties from any
      specific Company office or facility.  Employee shall work from and
      inspect all of the Company’s offices and facilities, from time to time,
      on a regular basis.         
    

    
      (d)  Employee hereby accepts employment upon the terms and conditions
      contained in this Agreement.  Employee shall faithfully adhere to,
      execute and fulfill all directions and policies established by the Board
      of Directors of the Company; provided that such directions and policies
      would not result in the violation of any laws and are not inconsistent
      with this Agreement.
    

    
      (e)    Employee’s employment shall be for a full time
      position.  Employee shall not, during the term of his employment,
      without the prior written consent of Company, be engaged in any other
      business activity pursued for gain, profit or other pecuniary advantage;
      however, Employee may serve as a director of corporations that do not
      compete with the Company and may engage in minor and incidental
      activities for gain, profit or pecuniary advantage.  Employee may make
      personal investments in any form or manner, regardless of whether
      Employee provides services in the operation or affairs of the companies
      or enterprises in which such investments are made; provided that
      Employee does not violate the terms of Paragraph 4 of this
      Agreement.  Employee shall devote a minimum of forty hours per week to
      Employee’s duties to the Company.
    

    
      (f)  Employee shall receive four (4) weeks of paid vacation annually
      during the Term.
    

    
      2.  Compensation.
    

    
      (a)  For all services to be rendered by Employee to Company, Company
      shall pay Employee an initial base annual salary computed and earned
      ratably over twelve months at the rate of Three  Hundred Seventy Five
      Thousand Dollars ($375,000) per year, commencing on the date hereof,
      payable in accordance with Company’s normal payroll procedures.  As a
      one time incentive to execute this Agreement, Employee shall be paid
      Fifty Thousand Dollars ($50,000) within five days of the Agreement’s
      execution by both parties.  The Company will reimburse Employee his
      legal expenses incurred to have this Agreement reviewed by Employee’s
      legal counsel, up to a maximum amount of Five Thousand Dollars ($5,000).
    

    
      (b)  Employee and the Company agree that they shall within forty five
      (45) days from the date of this Agreement, develop a mutually acceptable
      annual bonus plan for the Employee.  The bonus plan shall be designed to
      provide profitability targets for the Company, that if achieved will
      allow the Employee to earn annual bonuses of between thirty percent
      (30%) to fifty percent (50%) of his base salary.  If any bonus is paid
      under the annual bonus plan, and the Company thereafter restates its
      financial statements such that the bonus or a portion thereof would not
      have been earned based on the restated financial statements, Employee
      shall be obligated to repay to the Company the bonus he received or
      portion thereof.   Employee shall repay the bonus or portion thereof
      within twenty days of the date that the restated financial statements
      were filed with the Securities Exchange Commission.
    

    
      
        

        

      

      
        
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      (c)  To the extent that Company, from time to time in its sole
      discretion, offers or provides any of the following to its employees,
      Employee, on an equal basis with such other employees, shall be entitled
      to:  (i) participation in all, if any, life, health, medical, hospital,
      accident and disability insurance programs of Company in existence for
      the benefit of its employees and for which Employee qualifies; (ii)
      participation in all, if any, pension, retirement, profit sharing or
      stock purchase plans for which Employee qualifies; and (iii)
      participation in any other employee benefits which Company accords to
      its employees and for which Employee qualifies.  The Company shall with
      Employee’s participation devise a benefits package for its executive
      employees.  The Employee shall be entitled to the executive employee
      benefit package, when it is implemented by the Company.
    

    
      (d)  During the Term, Employee shall be entitled to reimbursement for
      business expenses incurred in connection with his duties hereunder,
      including, gasoline, reasonable travel, and entertainment.  The Company
      shall lease and maintain an automobile selected by Employee for
      Employee’s sole use, at a monthly lease payment of no greater than eight
      hundred dollars ($800.00).
    

    
      (e) On the date that is within two business days after this Agreement is
      executed by all parties to it, Employee shall be awarded an option grant
      exercisable into Two Hundred Fifty Thousand shares of the Corporation’s
      common stock (“First Option Grant”).  On the date that is within two
      business days before the one year anniversary date of that this
      Agreement is executed by both parties, Employee shall be awarded an
      option grant exercisable into Two Hundred Fifty Thousand shares of the
      Corporation’s common stock (“Second Option Grant”).  The First Option
      Grant shall vest upon issuance.  The Second Option Grant shall vest over
      two years with the first one hundred twenty five thousand (125,000)
      option shares vesting twelve months from the date of grant and the last
      one hundred twenty five thousand (125,000) option shares vesting twenty
      four months from the date of grant.  The First Option Grant and Second
      Option Grant (“Option Grants”) shall be granted under the Corporation’s
      Stock Option Plan at an exercise price equal to the close of market on
      the date of grant.  The Option Grants shall be a ten year
      options.    Notwithstanding the vesting schedule, the Option Grants
      shall completely vest on the resignation of Employee pursuant to
      Paragraph 7(b), and the occurrence of a Change of Control Event, as
      defined in Paragraph 2(f) below.
    

    
      
        

        

      

      
        
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      (f)  For purpose of this Agreement a “Change of Control Event” shall
      have occurred upon any of items (i) through (iii) having taken
      place.  Items (i) through (iii) are as follows:
    

    
      (i) the acquisition in one or more transactions by any “Person”,
      excepting Employee, as the term “Person” is used for purposes of
      Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as
      amended (the “1934 Act”), of  “Beneficial Ownership” (as the term
      beneficial ownership is used for purposes or Rule 13d-3 promulgated
      under the 1934 Act) of the fifty percent (50%) or more of the combined
      voting power of the Company’s then outstanding voting securities (the
      “Voting Securities”).  For purposes of this Paragraph 2(f)(i), Voting
      Securities acquired directly from the Company and from third parties by
      any Person shall be included in the determination of such Person’s
      Beneficial Ownership of Voting Securities.
    

    
      (ii) the consummation of: (A) a merger, reorganization or consolidation
      involving the Company, if the shareholders of the Company immediately
      before such merger, reorganization or consolidation do not or will not
      own directly or indirectly immediately following such merger,
      reorganization or consolidation, more than fifty percent (50%) of the
      combined voting power of the outstanding Voting Securities of the
      corporation resulting from or surviving such merger, reorganization or
      consolidation in substantially the same proportion as their ownership of
      the Voting Securities immediately before such merger, reorganization or
      consolidation, or (B) a liquidation or dissolution of the Company, or
      (C) a sale or other disposition of 50% or more of the assets of the
      Company and a distribution of the proceeds of the sale to the
      shareholders.
    

    
      (iii) the acceptance by shareholders of the Company of shares in a share
      exchange, if the shareholders of the Company immediately before such
      share exchange do not or will not own directly or indirectly following
      such share exchange more than fifty percent  (50%) of  the combined
      voting power of the outstanding Voting Securities of the
      corporation  resulting from or surviving such share exchange in
      substantially the same proportion as the ownership of the Voting
      Securities outstanding immediately before such share exchange.
    

    
      
        

        

      

      
        
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      3.  Term.  The initial term of Employee’s employment
      with the Company shall commence on August 18, 2008 and shall continue
      for three years, unless sooner terminated in accordance with the
      provisions of this Agreement (“Term”).  After expiration of the Term,
      Employee’s employment shall continue thereafter on an at-will
      month-to-month basis, until terminated by either party to the
      Agreement.  During the month-to-month period the provisions of this
      Agreement shall no longer apply, except for the provisions of Paragraphs
      4, 15, and 16 which survive the Term.  During the at-will month-to month
      period, Employee shall continue to be paid the Employee’s then current
      annual base salary under the provisions of Paragraph 2(a), benefits
      under Paragraph 2(c) and the business expenses and car allowance under
      Paragraph 2(d).
    

    
      4.  Noncompetition Covenants.
    

    
      (a)  Employee agrees that the noncompetition covenants contained in this
      Paragraph 4 are a material and substantial part of this Agreement.
    

    
      (b)  Employee covenants that during Employee’s employment with Company
      and for one year following the termination of Employee’s employment
      (regardless of the reason for the termination), the Employee shall not,
      directly or indirectly, without the prior express written consent of
      Company, do any of the things set forth in item (i) through (v) below :
    

    
      (i)  engage, as an officer, director, shareholder, owner, partner, joint
      venturer, agent, or in a managerial capacity, whether as an employee,
      independent contractor, consultant, advisor or sales representative, in
      the Business within the United States of America (the “”Territory”), or
      promote or assist, financially or otherwise, any person, firm,
      partnership, corporation or other entity that engages in the Business
      within the Territory;
    

    
      (ii)  call upon any person who is, at the time of the contact, an
      employee of Company or its affiliates, if the purpose and intent of the
      contact is to entice such employee away from or out of the employ of
      Company or its affiliates;
    

    
      (iii)  call upon any person or entity which is, at the time of the
      contact, a customer of the Company or its affiliates for the purpose of
      soliciting or selling any of the items or services which are the items
      or services offered by the Company or its affiliates;
    

    
      (iv)  disclose the identity of the customers of Company or its
      affiliates, whether in existence or proposed, to any person, firm,
      partnership, corporation or other entity whatsoever, for any reason or
      purpose whatsoever; or
    

    
      
        

        

      

      
        
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      (v)  promote or assist, financially or otherwise, any person, firm,
      partnership, corporation or other entity whatsoever to do any of the
      things set forth in items (i) through (iv) above.
    

    
                For the purposes of this Agreement, the term “affiliates”
      shall mean one or more of: (A) each subsidiary of Company, and (B) each
      other entity under the direct or indirect control of the
      Company.  Notwithstanding 4(b)(i) above, Employee is allowed to acquire
      and own  for investment not more than five percent (5%) of the capital
      stock of a competing business, the stock of which is traded on a
      national securities exchange, electronic quotation system or
      over-the-counter.
    

    
      (c)  The Company will sustain significant losses and damages, if
      Employee breaches the covenants in this Paragraph 4.  There is no
      adequate monetary remedy for the immediate and irreparable damage that
      would be caused to Company by Employee’s breach of its non-competition
      covenants.  Employee agrees that, in the event of a breach by him of the
      foregoing covenants, such covenants may be enforced by Company by,
      without limitation, injunctions and restraining orders.
    

    
      (d)   If Employee is employed as Chief Executive Officer of the Company
      through the end of the initial three year Term of this Agreement, and
      within sixty days after the end of the initial three year Term, the
      Employee is then discharged by the Company or Employee resigns as Chief
      Executive Officer of the Company, the Company shall pay Employee, in
      exchange for the obligation not to compete as set forth in this
      Paragraph 4, the sum of Three Hundred Seventy Five Thousand Dollars
      ($375,000), payable in twelve equal monthly installments.  The twelve
      installment shall be payable on or before the last day of each month,
      commencing with the month of discharge or resignation.
    

    
      (e)  It is agreed by the parties that the covenants in this Paragraph 4
      impose a reasonable restraint on Employee in light of the activities and
      business of Company on the date of the execution of this Agreement and
      the future plans of Company.
    

    
      (f)  The covenants in this Paragraph 4 are severable and separate, and
      the unenforceability of any specific covenant shall not affect the
      provisions of any other covenant.  If any court of competent
      jurisdiction shall determine that the scope, territorial restriction or
      time restriction set forth are unreasonable, then it is the intention of
      the parties that such restrictions be enforced to the fullest extent
      which the court deems reasonable, and the Agreement shall thereby be
      reformed.
    

    
      
        

        

      

      
        
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      (g)  The covenants in this Paragraph 4 shall be construed as independent
      of any other provision of this Agreement and the existence of any claim
      or cause of action of Employee against Company whether predicated on
      this Agreement, or otherwise, shall not constitute a defense to the
      enforcement by Company of such covenants.  It is specifically agreed
      that the duration of the noncompetition covenants stated above shall be
      computed by excluding from such computation all time during which
      Employee is in violation of any provision of this Paragraph 4 and all
      time during which there is pending in any court of competent
      jurisdiction any action (including any appeal from any judgment) brought
      by any person, whether or not a party to this Agreement, in which action
      Company seeks to enforce the agreements and covenants of Employee or in
      which any person contests the validity of such agreements and covenants
      or their enforceability or seeks to avoid their performance or
      enforcement.  Provided that, no such exclusion shall include the period
      of time within which Employee has ceased violating this paragraph,
      whether or not as a result of being in compliance with Court injunction
      or doing so voluntarily, and whether or not any action is pending
      against Employee, and provided that no such exclusion shall include the
      time an action is pending, if the action is finally determined in
      Employee’s favor.
    

    
      5.  Confidential Information.  It is expressly
      acknowledged by the Employee that customer lists, orders, current and
      closed out orders, prospect lists, documents containing the names or
      addresses of existing or potential customers, information regarding the
      Company’s financial condition or business plans, the methods by which
      the Company serves its customers or conducts its operations, as well as
      other business procedures, are the property of the Company and
      constitute confidential information or trade secrets of the Company
      (“Confidential Information”).  Employee agrees to maintain the
      confidentiality of the Confidential Information and further agrees that
      Employee will not, directly or indirectly, use or disclose Confidential
      Information to any natural or legal person, other than authorized
      employees or agents of the Company, during the Term or thereafter.  All
      Confidential Information and all correspondence, reports, charts,
      products, records, designs, patents, plans, manuals, “field guides”,
      memoranda, advertising materials, lists and other data or property
      collected by or delivered to Employee by or on behalf of Company, its
      representatives, customers and government entities (including, without
      limitation, customers obtained for Company by Employee), and all other
      materials compiled by Employee which pertain to the business of Company
      shall be and shall remain the property of Company, shall be subject at
      all times to its discretion and control and shall be delivered, together
      with any and all copies thereof, promptly to Company upon request at any
      time and without request upon completion or other termination of
      Employee’s employment hereunder.
    

    
      
        

        

      

      
        
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      6.  Inventions.  Employee shall disclose promptly to
      Company any and all conceptions and ideas for inventions, improvements,
      and valuable discoveries, whether patentable or not, which are conceived
      or made by Employee solely or jointly with another during the period of
      employment and which are related to the business or activities of
      Company.  Employee hereby assigns and agrees to assign all his interests
      therein to Company or its nominee.  Whenever requested to do so by
      Company, Employee shall execute any and all applications, assignments or
      other instruments that Company shall deem necessary to apply for and
      obtain Letters Patent of the United States or any foreign country or to
      otherwise protect Company’s interest therein. These obligations shall
      continue beyond the termination of employment with respect to
      inventions, improvements and valuable discoveries, whether patentable or
      not, conceived, made or acquired by Employee during the period of
      employment, and shall be binding upon Employee’s heirs, assigns,
      executors, administrators and other legal representatives.
    

    
      7.  Termination; Rights of Termination.
    

    
      (a)   Employee’s employment under this Agreement may be terminated
      during the Term in any one or more of the following ways:
    

    
                (i) Employee shall be terminated automatically upon the death
      or resignation of Employee. The parties agree that Employee may resign
      as Chief Executive Officer and President, at any time without such
      resignation constituting a breach of this Agreement.
    

    
                (ii) Employee may be terminated by the Company upon Employee’s
      inability to perform his duties under this Agreement because of illness
      or physical or mental disability or other incapacity which continues for
      a period of 120 days consecutively during any one-year period.
    

    
                 (iii) Employee may be terminated by the Company upon written
      notice to the Employee any time upon the payment of a lump sum cash
      payment equal to two (2) times the Employee’s then current annual base
      salary.
    

    
      (iv) Employee may be terminated by the Company for Cause, as hereafter
      defined, upon fifteen (15) day advance written notice to Employee.
      Cause, is hereby defined as: (a) Employee committing against the Company
      fraud, gross misrepresentation, theft or embezzlement, (b) Employee’s
      conviction of any felony (excluding felonies involving driving a
      vehicle), (c) Employee’s material intentional violations of Company
      policies, or (d) a material breach of the provisions of this Agreement,
      including specifically the failure of Employee to perform his duties
      after written notice of such failure from the Company.
    

    
      
        

        

      

      
        
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      (b)  On a breach or default of this Agreement on the part of the
      Company, including, without limitation, changing the Employee’s duties,
      the Employee is entitled to resign his employment and the Company shall
      immediately pay to the Employee, an amount equal to two (2) times the
      Employee’s then annual base salary.
    

    
      (c)  Upon termination of Employee’s employment for any reason, Employee
      shall be entitled to receive Employee’s salary and any bonus due and
      payable for any period through the date of termination, plus any
      employee benefits which by their terms and provisions continue after
      such termination, plus any payment owed by the Company at the time of
      termination or resignation under the provisions of Paragraph 7(a)(iii)
      or 7(b).  Upon termination of this Agreement under 7(a)(iii) or 7(b),
      the Company shall also reimburse the Employee the monthly cost incurred
      by Employee due to Employee electing COBRA benefits with the Company;
      such reimbursement shall end eighteen months from the date of
      termination.
    

    
                (d)  In the event of termination of Employee’s employment
      under this Agreement for any reason, all rights and obligations of
      Company and Employee under this Agreement shall cease immediately,
      except that the provisions of Paragraphs 4, 5, 6, 7, 15 and 16 herein
      shall survive such termination.  After such termination Employee shall
      have no right to receive any compensation or payment hereunder, except
      as set forth in this Paragraph 7.
    

    
      8.  Complete Agreement.  This Agreement is the final,
      complete and exclusive statement and expression of the agreement between
      Company and employee, it being understood that there are no oral
      representations, understandings or agreements covering the same subject
      matter as this Agreement.  This Agreement supersedes, and cannot be
      varied, contradicted or supplemented by evidence of any prior or
      contemporaneous discussions, correspondence, or oral or written
      agreements of any kind.  This Agreement may be modified, altered or
      otherwise amended only by a written instrument executed by both Company
      and Employee.
    

    
      9.  No Waiver; Remedies Cumulative.  No waiver by the
      parties hereto of any default or breach of any term, condition or
      covenant of this Agreement shall be deemed to be a waiver of any
      subsequent default or breach of the same or any other term, condition or
      covenant contained herein.  No right, remedy or election given by any
      term of this Agreement shall be deemed exclusive but each shall be
      cumulative with all other rights, remedies and elections available at
      law or in equity.
    

    
      
        

        

      

      
        
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      10.  Assignment; Binding Effect.  Employee understands
      that Employee has been selected by Company on the basis of Employee’s
      personal qualifications, experience and skills.  Employee agrees,
      therefore, that he cannot assign all or any portion of this
      Agreement.  This Agreement shall be binding upon and inure to the
      benefit of the parties hereto and Company’s successors and assigns.  It
      is further understood and agreed that Company may be merged or
      consolidated with another entity and that any such entity shall
      automatically succeed to the rights, powers and duties of Company
      hereunder.
    

    
      11.  Notice.  All notices or other communications
      required or permitted hereunder shall be in writing and may be given by
      depositing the same in the United States mail, addressed to the party to
      be notified, postage prepaid and registered or certified with return
      receipt requested, by overnight courier or by delivering the same in
      person to such party.
    

    

    

    
    	
          To Company:
        	
          General Counsel
        
	

        	
          240 Gibraltar Road, Suite 220
        
	

        	
          Horsham, Pennsylvania 19044
        
	
           
        
	
          To Employee:
        	
          Dennis Raefield
        
	

        	
          1599 Hillgrade Avenue
        
	

        	
          Alamo, California 84507
        


    

    
      Notice shall be deemed given and effective the day personally delivered,
      the day after being sent by overnight courier and three days after the
      deposit in the U. S. mail of a writing addressed as above and sent first
      class mail, certified, return receipt requested, or when actually
      received, if earlier.  Either party may change the address for notice by
      notifying the other party of such change in accordance with this
      paragraph 11.
    

    
      12.  Severability; Headings.  If any portion of this
      Agreement is held invalid or inoperative, the other portions of this
      Agreement shall be deemed valid and operative and, so far as is
      reasonable and possible, effect shall be given to the intent manifested
      by the portion held invalid or inoperative.  The paragraph headings
      herein are for reference purposes only and are not intended in any way
      to describe, interpret, define or limit the extent or intent of this
      Agreement or of any part hereof.
    

    
      13.  Gender.  The use of the masculine pronoun in this
      Agreement has been used for convenience and shall apply to the
      Employee.    
    

    
      14.  Governing Law.  This Agreement shall in all
      respects be construed in accordance with the laws of the State of
      Delaware.
    

    
      
        

        

      

      
        
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      15.  Insurance and Indemnification.
    

    
      (a)  Subject to applicable law, for a period of six (6) years following
      completion of the Term, the Company will: (i) indemnify Employee and his
      heirs and representatives to the greatest extent permitted in the
      Company’s By-Laws in effect on the date of this Agreement and will not
      amend, reduce or limit rights of indemnity afforded to them or the
      ability of the Company to indemnify them, nor hinder, delay or make more
      difficult the exercise of such rights of indemnity and (ii) maintain
      director and officer liability insurance coverage providing Employee
      with coverage (1) at least as favorable as the policies in effect
      immediately prior to the date hereof covering the Company’s directors
      and officers or (2) as favorable as is available at a cost to the
      Company of up to 125% of the premiums currently being paid by the
      Company.  The Company’s By-Law provision regarding indemnification, in
      effect on the date of this Agreement is attached as Exhibit “A” to this
      Agreement.
    

    
                (b)  If any claim is (or claims are) made against Employee and
      his heirs and representatives, including legal counsel, arising from
      Employee’s services as a director, officer or employee of the Company,
      within six (6) years from the expiration of the Term, the provisions of
      this Paragraph 15 respecting the Company’s By-Laws shall continue in
      effect until the final disposition of all such claims.
    

    
      (c)  The Company agrees to provide written notice to Employee
      immediately upon learning of any claim or threatened claim against
      Employee by any third party relating to or arising out of the business
      of the Company or Employee’s prior service as a director, officer,
      employee or controlling shareholder of the Company.  The Company further
      agrees to provide to Employee any complaints and other relevant
      documentation related to such claims immediately upon receipt of such
      documentation.
    

    
      (d)   Employee agrees that he will cooperate with and assist the
      Company, as is reasonably requested by the Company, in its defense of
      any action or proceeding against the Company, its directors, officers,
      employees or affiliates arising out of or in any way related to any
      transactions, events or other matters which occurred during the period
      of his employment with the Company, to the extent that such cooperation
      and assistance will not impair Employee’s legal rights or remedies or
      increase the likelihood that Employee will incur any liabilities as a
      result thereof.  This Agreement shall not preclude Employee from
      testifying in such action or proceeding.  In the event that Employee
      does cooperate with and assist the Company in its defenses of such an
      action or proceeding, the Company agrees to reimburse Employee for all
      reasonable expenses incurred by Employee in providing such assistance.
    

    
      
        

        

      

      
        
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      16.  Arbitration.
    

    
                (a)  Each and every controversy or claim arising out of or
      relating to this Agreement shall be settled by arbitration in San
      Francisco, California, in accordance with the Employment Arbitration
      Rules (the “Rules”) of the American Arbitration Association then in
      effect, and judgment upon the award rendered in such arbitration shall
      be final and binding upon the parties and may be confirmed in any court
      having jurisdiction thereof.  Notwithstanding the foregoing, this
      Agreement to arbitrate shall not bar any party from seeking temporary or
      provisional remedies in any Court having jurisdiction.  Notice of the
      demand for arbitration shall be filed in writing with the other party to
      this Agreement, which such demand shall set forth in the same degree of
      particularity as required for complaints under the Federal Rules of
      Civil Procedure the claims to be submitted to
      arbitration.  Additionally, the demand for arbitration shall be stated
      with reasonable particularity with respect to such demand with documents
      attached as appropriate.  In no event shall the demand for arbitration
      be made after the date when institution of legal or equitable
      proceedings based on such claim, dispute or other matter in question
      would be barred by the applicable statutes of limitations.
    

    
      (b)  The arbitrators shall have the authority and jurisdiction to
      determine their own jurisdiction and enter any preliminary awards that
      would aid and assist the conduct of the arbitration or preserve the
      parties’ rights with respect to the arbitration as the arbitrators shall
      deem appropriate in their discretion.  The award of the arbitrators
      shall be in writing and it shall specify in detail the issues submitted
      to arbitration and the award of the arbitrators with respect to each of
      the issues so submitted.
    

    
      (c)  Within sixty (60) days after the commencement of any arbitration
      proceeding under this Agreement, each party shall file with the
      arbitrators its contemplated discovery plan outlining the desired
      documents to be produced, the depositions to be take, if ordered by the
      arbitrators in accordance with the Rules, and any other discovery action
      sought in the arbitration proceeding.  After a preliminary hearing, the
      arbitrators shall fix the scope and content of each party’s discovery
      plan as the arbitrators deem appropriate.  The arbitrators shall have
      the authority to modify, amend or change the discovery plans of the
      parties upon application by either party, if good cause appears for
      doing so.
    

    
      
        

        

      

      
        
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      (d)  The award pursuant to such arbitration will be final, binding and
      conclusive.
    

    
      (e) Counsel to Company and Employee in connection with the negotiation
      of and consummation of this Agreement shall be entitled to represent
      their respective party in any and all proceedings under this Paragraph
      or in any other proceeding (collectively, “Proceedings”).  Company and
      Employee, respectively, waive the right and agree they shall not seek to
      disqualify any such counsel in any such Proceedings for any reason,
      including but not limited to the fact that such counsel or any member
      thereof may be a witness in any such Proceedings or possess or have
      learned of information of a confidential or financial nature of the
      party whose interests are adverse to the party represented by such
      counsel in any such Proceedings.
    

    
      IN WITNESS WHEREOF, the undersigned parties have executed this
      Agreement on the year and day above written.
    

    
    	
           
        	
          MACE SECURITY INTERNATIONAL, INC.
        
	

        	
           
        
	

        	
          
            By: /s/ John C. Mallon
          

        
	

        	
          John C. Mallon, Chairman of the Board
        
	

        	
           
        
	

        	
          
            /s/Dennis Raefield
          

        
	

        	
          
            Dennis Raefield
          

        


    

    

    

    
      
        

        

      

      
        
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      EXHIBIT A
    

    
      INDEMNIFICATION OF DIRECTORS AND OFFICERS
    

    
      Section 6.01.  Indemnification.  Each person who was or
      is made a party or is threatened to be made a party or is involved in
      any action, suit or proceeding, whether civil, criminal, administrative
      or investigative (hereinafter a AproceedingAbout Equals), by reason of
      the fact that he or she, or a person of whom he or she is the legal
      representative, is or was a director or officer, of the Corporation or
      is or was serving at the request of the Corporation as a director or
      officer (or person performing similar function), employee or agent of
      another corporation or of a partnership, joint venture, trust or other
      enterprise, including service with respect to employee benefit plans,
      whether the basis of such proceeding is alleged action in an official
      capacity as a director, officer, employee or agent or in any other
      capacity while serving as a director, officer, employee or agent, shall
      be indemnified and held harmless by the Corporation to the fullest
      extent authorized by the Delaware General Corporation Law, as the same
      exists or may hereafter be amended (but, in the case of any such
      amendment, only to the extent that such amendment permits the
      Corporation to provide broader indemnification rights than said law
      permitted the Corporation to provide prior to such amendment), against
      all expense, liability and loss (including attorney=s fees, judgments,
      fines, ERISA excise taxes or penalties and amounts paid or to be paid in
      settlement) reasonably incurred or suffered by such person in connection
      therewith and such indemnification shall continue as to a person who has
      ceased to be a director, officer, employee or agent and shall inure to
      the benefit of his or her heirs, executors and administrators: provided,
      however, that except as provided in paragraph (b) hereof, the
      Corporation shall indemnify any such person seeking indemnification in
      connection with a proceeding (or part thereof) initiated by such person
      only if such proceeding (or part thereof) was authorized by the Board of
      Directors of the Corporation.
    

    
      Section 6.02.  Advances.  The right to indemnification
      conferred by this Article 6 shall include the right to be paid by the
      Corporation the expenses incurred in defending any such proceeding in
      advance of its final disposition, including, without limitation,
      attorney=s fees, expert fees and all costs of litigation.  Subject to
      the tender to the Corporation of any undertaking then required under the
      Delaware General Corporation law with respect to the repayment amounts
      of amounts advanced, any such expenses, including, without limitation,
      attorney=s fees, expert fees, and all costs of litigation, shall be paid
      automatically and promptly upon tender by the director, officer, or
      employee, as applicable, of a demand therefor.
    

    
      Section 6.03.  Procedure. If a claim under this Article
      6 is not paid in full by the Corporation within thirty days after a
      written claim has been received by the Corporation, the claimant may at
      any time thereafter bring suit against the Corporation to recover the
      unpaid amount of the claim, and if successful in whole or in part, the
      claimant shall be entitled to be paid also the expense of prosecuting
      such claim.  It shall be a defense to any such action (other than an
      action brought to enforce a claim for expenses incurred in defending any
      proceeding in advance of its final disposition where the required
      undertaking, if any is required, has been tendered to the Corporation)
      that the claimant has not met the standards of conduct which make it
      permissible under the Delaware General Corporation Law for the
      Corporation to indemnify the claimant for the amount claimed, but the
      burden of proving such defense shall be on the Corporation.  Neither the
      failure of the Corporation (including its Board of Directors,
      independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such action that
      indemnification of the claimant is proper in the circumstances because
      he or she met the applicable standard of conduct set forth in the
      Delaware General Corporation Law, nor an actual determination by the
      Corporation (including its Board of Directors, independent legal
      counsel, or its stockholders) that the claimant has not met such
      applicable standard of conduct, shall be a defense to the action or
      create a presumption that the claimant has not met the applicable
      standard of conduct.
    

    
      
        

        

      

      
        
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      Section 6.04.  Other Rights.  The indemnification and
      advancement of expenses provided by this Article 6 shall not be deemed
      exclusive of any other rights to which those seeking indemnification or
      advancement of expenses may be entitled under any insurance or other
      agreement, vote of shareholders or disinterested directors or otherwise,
      both as to actions in their official capacity and as to actions in
      another capacity while holding an office, and shall continue as to a
      person who has ceased to be a director or officer and shall inure to the
      benefit of the heirs, executors and administrators of such person.
    

    
      Section 6.05.  Insurance.  The Corporation shall have
      power to purchase and maintain insurance on behalf of any person who is
      or was a director, officer, employee or agent of the Corporation or is
      or was serving at the request of the Corporation as a director, officer,
      employee, agent, fiduciary or other representative of another
      corporation, partnership, joint venture, trust, employee benefit plan or
      other enterprise, against any liability asserted against him and
      incurred by him in any such capacity, or arising out of his status as
      such, whether or not the Corporation would have the power to indemnify
      him against such liability under the provisions of these Bylaws.
    

    
      Section 6.06.  Modification.  The duties of the
      Corporation to indemnify and to advance expenses to a director or
      officer provided in this Article 6 shall be in the nature of a contract
      between the Corporation and each such director or officer, and no
      amendment or repeal of any provision of this Article 6 shall alter, to
      the detriment of such director or officer, the right of such person to
      the advancement of expenses or indemnification related to a claim based
      on an act or failure to act which took place prior to such amendment,
      repeal or termination.
    

    

    

    
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